1. Governing Terms and Conditions. Interface Singapore Pte Ltd., as the seller of materials, goods or merchandise as indicated on this document (or any agreement to which it is attached), is referred to herein as “Seller”, and the person or company purchasing materials, goods or merchandise is referred to herein as “Buyer.” All materials, goods or merchandise described or referenced on this document (or such agreement), regardless of type, are referred to herein as “Goods.” These Terms and Conditions of Sale shall govern and be incorporated into any sale of Goods by Seller to Buyer. Any terms in Buyer’s purchase order, order form, remittance communication, or any other documents which are in conflict with or in addition to these terms stated herein are hereby deemed to be material alterations to the terms of this sale and, except to the extent they are (in Seller’s opinion) more favorable to the Seller than the terms stated herein, notice is hereby given to Buyer that any such terms are rejected.
2. Price; Delivery Terms. Unless otherwise agreed in writing by Seller, the price(s) of the Goods and their associated delivery terms are Ex Works - Seller’s manufacturing facility in Pronthong, Chonburi, Thailand In addition to the price(s) specified herein, Buyer shall be responsible for (a) all applicable national, provincial, regional and local taxes, duties and fees imposed by any governmental authority (including without limitation any interest and penalties thereon) upon the purchase, taking, delivery, use or installation of the Goods, and (b) any freight, insurance and other costs associated with delivery to Buyer. In the event any such costs are paid by Seller, Buyer, upon receipt of an invoice from Seller therefore, will promptly reimburse Seller for same. Installation of the Goods is the responsibility of the Buyer and is not included in Seller’s pricing unless otherwise agreed in writing by Seller. Seller’s acceptance of any order from Buyer is subject to and includes these Terms and Conditions of Sale.
3. Payment. Subject to Section 4 below, payment for Goods sold hereunder shall be due and payable in the full invoice amount at Seller’s office within thirty (30) days of the date of the invoice (or such sooner time listed on the front hereof). Payment shall be made in U.S. dollars, and shall be made without discount. Any check or remittance received from or for the account of Buyer may be accepted or applied by Seller against any indebtedness or obligation owing by Buyer without prejudice to, or discharge of, the remainder of any such indebtedness or obligation, regardless of any condition, proviso, statement, legend or notation appearing on, referring to or accompanying such check or remittance.
4. Credit. Any credit terms extended to Buyer, or otherwise agreed to by Seller in writing, are subject to the continued, written approval of Seller's factor or credit department. Seller shall have the right to revise the credit terms as it deems appropriate upon written notice to Buyer, including but not limited to requiring cash before delivery, an advance deposit, and/or requiring payment by letter of credit.
5. Late Charges and Attorneys’ Fees. Time is of the essence for all payments due hereunder. For each day of delay, Buyer shall pay to Seller as liquidated damages a charge equal to three percent (3%) of the total amount due and payable. In the event any payment due Seller is collected at law or through legal means, or under advice from counsel, or through a collection agency, Buyer agrees to pay all reasonable costs of collection, including, but not limited to, all court costs and reasonable counsel fees and expenses incurred by Seller in attempting to collect past due amounts.
6. Order Cancellations/Changes. In the event Buyer desires to cancel any order for Goods after an order confirmation or acknowledgment has been sent by Seller, Seller shall have the option to charge Buyer a reasonable cancellation fee, which fee, if so imposed, shall be due and payable to Seller no later than thirty (30) days after cancellation of the order. If Buyer is unable or refuses to accept delivery of any Goods, then, in addition to any potentially applicable cancellation fee, Seller shall have the option to require Buyer to pay all reasonable costs incurred by Seller as a result of such inability or refusal to accept delivery, including without limitation reasonable costs of shipping, storage, insurance and handling. Notwithstanding the foregoing, Seller reserves to its sole judgment and discretion when and under what circumstances it will approve any change to, or cancellation of, any order.
7. Security Interest. To secure the performance of Buyer’s obligations hereunder, Seller reserves a security interest in all Goods sold hereunder, together with all proceeds thereof, until payment of all amounts due to Seller. Buyer hereby agrees upon request by Seller to execute and deliver such financing statements, notices and other documents, and to do such other acts and things as may be necessary from time to time for Seller to perfect and maintain the security interest reserved herein; and Buyer hereby irrevocably appoints Seller as its agent and attorney-in-fact for purposes of executing any and all financing statements, notices and other documents that may be necessary from time to time for Seller to perfect and maintain the security interest reserved herein.
8. Shipment. Unless otherwise agreed in writing by Seller, Seller will make arrangements, for and on behalf of Buyer, for the carriage and insurance of the Goods (Ex Works – Mill) on such carrier and by such insurer as Buyer may designate to Seller in writing. Any arrangements made and expenses reasonably incurred by Seller for carriage and insurance of Goods, whether or not per Buyer's written instructions, shall be for the account of Buyer, shall be billed to Buyer, shall be documented at Buyer's request and shall be due and payable upon invoice therefore. Seller may ship Goods in partial shipments and Seller reserves the right to invoice for partial shipments. Seller does not guarantee shipment by dates which may be requested in orders, but will use reasonable commercial efforts to make shipment within the standard lead time for the particular Goods ordered.
9. Default. Buyer shall be in default hereunder if: (a) Buyer fails to make any payment when due hereunder, or otherwise defaults, breaches or repudiates any obligation to Seller, whether contained herein or otherwise; (b) Buyer becomes insolvent or is unable to pay, or is generally not paying, its debts as they mature; (c) Buyer makes a general assignment for the benefit of its creditors; (d) a trustee, receiver or other custodian is appointed for any of the Goods or all or a substantial portion of Buyer's property; (e) any bankruptcy, insolvency, reorganization or administration proceeding is instituted by or against Buyer; or (f) the control of the Buyer is changed or the Buyer is merged or amalgamated with another entity and the successor or the survival entity refuses to honor the terms and conditions hereof. If Buyer is in default hereunder, Seller, in addition to any other rights it has under applicable law, shall have the right to: (i) terminate this agreement and any other transaction with Buyer (Buyer remaining liable for damages); (ii) defer any shipments hereunder; (iii) declare immediately due and payable all amounts due and payable to Seller in connection with this agreement and any other transaction, including (but not by way of limitation) amounts due and payable for Goods delivered hereunder; (iv) recover damages arising from Buyer's default, including, but not by way of limitation, costs and lost profit; (v) recover all costs of collection as provided in this agreement; (vi) exercise all rights available under applicable Singapore law; and/or (vii) sell all or any portion of undelivered Goods, without notice, at public sale (Buyer to be responsible for all costs and expenses of such sale and any deficiency). Buyer hereby waives any and all rights to notice and hearing prior to repossession of the Goods upon Buyer's default. Seller's rights hereunder shall be cumulative and in addition to any and all other rights available to Seller under applicable law.
10. Limited Warranty. The Goods supplied to Buyer are warranted in accordance with Seller's standard printed warranty in effect for the Goods at the time Buyer's order is accepted by Seller. A copy of the standard warranty may be obtained directly from Seller. Should any Goods covered by the standard warranty prove defective during the warranty period, Buyer shall notify Seller in writing of such defect promptly following discovery of the warranty condition, but in no event later than thirty (30) days after the date of such discovery. Seller shall have no liability with respect to any defect in Goods unless Seller is given written notice of the defect in the manner and within the time period provided herein. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO OTHER EXPLICIT OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR INTENDED USE, AND HEREBY DISCLAIMS THE SAME.
11. Exclusions from Limited Warranty. The limited warranty provided by Seller shall not apply to any damage or failure of any Goods resulting from acts of God or conditions beyond the reasonable control of Seller, including (but not by way or limitation) accidents, fire, misuse, negligence, improper installation, improper storage, modifications, alterations, tampering, vandalism, or failure to properly maintain the Goods.
12. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORTY, FOR LOST PROFITS OR REVENUES, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SALE, DELIVERY, NONDELIVERY, SERVICING, INSTALLATION, USE, MAINTENANCE OR POSSESSION OF THE GOODS, OR FOR ANY CLAIM MADE AGAINST BUYER BY ANY OTHER PARTY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE OF THE GOODS WITH RESPECT TO WHICH SUCH CLAIM IS MADE.
13. Inspection/Limitation of Actions. Buyer shall promptly inspect all Goods upon delivery. Anything herein to the contrary notwithstanding, to the extent that any defects, shortages or nonconformities in the Goods are discoverable by inspection upon delivery of the Goods to Buyer, all obligations of Seller to Buyer with respect to such defects, shortages or nonconformities (other than Seller's obligations under Section 10 of these Terms and Conditions) shall be deemed to be waived by Buyer unless Buyer notifies Seller of such defects, shortages or nonconformities in writing within fifteen (15) days after delivery of the Goods
14. Force Majeure. Seller shall not be liable for any default or delay in performance if caused, directly or indirectly, by fire, flood, earthquake, strikes, riots or civil disorders, unavoidable casualty, governmental order or state of war, accidents, interruptions of transportation facilities or delays in transit, supply shortages, failure of any party to perform any contract or fulfill any obligation with Seller relative to the production or delivery of the Goods, or any other cause beyond the reasonable control of Seller. Seller shall notify Buyer of the happening of any such contingency within a reasonable period of time. If due to such cause performance by Seller is delayed, the period for performance shall be extended for a reasonable period of time to allow for completion of performance.
15. Miscellaneous. (a) Assignment. No right, title or interest hereunder may be assigned by Buyer, and no obligation of Buyer hereunder may be delegated, or transferred in any manner, without the prior written consent of Seller. (b) Governing Law. This agreement shall be governed by and construed and enforced in accordance with the laws of Singapore. Wherever possible, each of the terms and conditions herein is to be interpreted in such manner as to be effective and valid under applicable law, but if any such term or condition is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such term and condition is to be ineffective only to the extent of such prohibition and invalidity, without invalidating the remainder of such term or condition or the remaining terms and conditions of this agreement. (c) Notices. Except as otherwise expressly provided herein, any notice required or permitted to be made pursuant to this agreement shall be made in writing and shall be deemed to have been duly made and given upon delivery in person, upon confirmation of delivery to Buyer if such notice is sent via receipted overnight courier, or upon the expiration of 5 days after the date of posting if mailed by registered or certified mail postage prepaid to the addresses set forth on this document or the agreement to which it is attached. (d) Waiver. No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or remedy by any party preclude any further exercise thereof or the exercise of any other right, power or remedy. (e) Entire Agreement. This agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and this agreement contains the sole and entire agreement between the parties with respect to the matters covered hereby. Except as specified herein, this agreement shall not be modified or amended except by an instrument in writing signed by the parties hereto. ONLY OFFICERS OF SELLER ARE AUTHORIZED TO BIND SELLER TO ANY WAIVER, MODIFICATION, CHANGE, AMENDMENT OR TERMINATION OF THIS AGREEMENT
16. The use of TacTiles® connectors to install modular flooring is patented by Seller and its affiliates. Only Seller’s products may be installed with TacTiles® connectors.
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